-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUtBij7mmMcxTdq7/QZgkS6demWgcPsfV86UVGGjeNauHwKTCRHdQq3VpxWSZWIH JsGe5NNsaFgtDsQHcPhS3g== 0000950152-09-000505.txt : 20090122 0000950152-09-000505.hdr.sgml : 20090122 20090122172735 ACCESSION NUMBER: 0000950152-09-000505 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090121 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090122 DATE AS OF CHANGE: 20090122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTS MIRACLE-GRO CO CENTRAL INDEX KEY: 0000825542 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 311414921 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11593 FILM NUMBER: 09539913 BUSINESS ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD CITY: MARYSVILLE STATE: OH ZIP: 43041 BUSINESS PHONE: 9376440011 MAIL ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD STREET 2: N/A CITY: MARYSVILLE STATE: OH ZIP: 43041 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTS COMPANY DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CDS HOLDING CORP DATE OF NAME CHANGE: 19900104 8-K 1 l35213ae8vk.htm FORM 8-K FORM 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 2009 (January 21, 2009)
The Scotts Miracle-Gro Company
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-11593   31-1414921
         
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
14111 Scottslawn Road, Marysville, Ohio   43041
 
(Address of principal executive offices)   (Zip Code)
(937) 644-0011
 
(Registrant’s telephone number, including area code)
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02 —  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  
Resignation of Karen G. Mills from the Board
     On January 21, 2009, Karen G. Mills, a Class I member of the Board of Directors (the “Board”) of The Scotts Miracle-Gro Company (the “Company”) and the Company’s lead independent director, notified the Company that she was resigning from the Board, effective immediately. Mrs. Mills indicated that her recent nomination by President Barack Obama to head the U.S. Small Business Administration, which is subject to confirmation by the United States Senate, necessitated her resignation.
     A copy of the press release issued by the Company on January 22, 2009 announcing Mrs. Mills’ resignation from the Board is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 —  Financial Statements and Exhibits.  
  (a)   Financial statements of businesses acquired:
      Not applicable.
  (b)   Pro forma financial information:
      Not applicable.
  (c)   Shell company transactions:
      Not applicable.
  (d)   Exhibits:
         
Exhibit No.   Description   Location
 
        
99.1
  Press Release issued by The Scotts Miracle-Gro Company on January 22, 2009   Filed herewith

2

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  THE SCOTTS MIRACLE-GRO COMPANY
 		  
Dated: January 22, 2009  By:   /s/ Vincent C. Brockman    
  Printed Name: Vincent C. Brockman   
  Title:   Executive Vice President, General Counsel and Corporate Secretary   
 

3

 

INDEX TO EXHIBITS
Current Report on Form 8-K
Dated January 22, 2009
The Scotts Miracle-Gro Company
         
Exhibit No.   Description   Location
 
        
99.1
  Press Release issued by The Scotts Miracle-Gro Company on January 22, 2009   Filed herewith

4

EX-99.1 2 l35213aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
     
The Scotts Miracle-Gro Company   NEWS
ScottsMiracle-Gro Announces Resignation of Karen G. Mills from the Board of Directors
MARYSVILLE, Ohio (January 22, 2009) — The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden products, announced today that Karen G. Mills has resigned from the Board of Directors. Mrs. Mills has been nominated by President Obama to serve as administrator of the Small Business Administration.
Mrs. Mills, a board member since 1994, served as the lead independent director of the board. She was also a member of the Audit Committee and an interim member of the Compensation and Organization Committee.
“I would like to congratulate Karen on this exciting opportunity to further serve American business,” stated Jim Hagedorn, chairman and chief executive officer. “If small business is the engine of economic growth, then President Obama will be well-served to have Karen in this critical role.
“She has been a valued counselor to ScottsMiracle-Gro, particularly in helping us shape and strengthen our long-term growth strategy. We honor her service to the country and would welcome her back to our Board in the future.”
About ScottsMiracle-Gro
With nearly $3 billion in worldwide sales and more than 6,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world’s largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company’s brands are the most recognized in the industry. In the U.S., the Company’s Scotts®, Miracle-Gro®, Ortho® and Smith & Hawken brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene®, and Substral®. For additional information, visit us at www.scotts.com
Contact:
Investors:
Ashley Gullion
Investor Relations Manager
937-578-5217
Media:
Keri Butler
Director, Public Affairs
937-644-7410

-----END PRIVACY-ENHANCED MESSAGE-----